Terms & Conditions

 

Effective Date: March 14, 2025

PLEASE READ THIS PASSPORTPAY TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PASSPORTPAY SERVICES, INCLUDING BUT NOT LIMITED TO THE WEBSITE, MOBILE APPLICATIONS, CUSTOMER SUPPORT, AND ANY OTHER FEATURES OR SERVICES OFFERED (THE “SERVICES”) MADE AVAILABLE TO YOU BY PRIORITY TECHNOLOGY HOLDINGS, INC., A DELAWARE CORPORATION (“PASSPORTPAY”, “PRIORITY”, “PRIORITY, IR” “PRTH”, “WE”, “US”, “OUR”). BY ACCESSING, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU EXPRESSLY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES AND SHOULD REMOVE IT FROM YOUR SYSTEM IF YOU HAVE DOWNLOADED IT. AS USED HEREIN, “YOU” MEANS ANY INDIVIDUAL WHO ACCESSES OR OTHERWISE USES THE LICENSED APPLICATION.

PRIORITY HOLDS MONEY TRANSMITTER LICENSES DIRECTLY OR THROUGH ITS SUBSIDIARY FINXERA, INC., A CALIFORNIA CORPORATION (“FINXERA”) (NMLS#1168701). MONEY TRANSMISSION SERVICES ARE PROVIDED BY PRIORITY, THROUGH FINXERA, OR IN ITS CAPACITY AS AGENT OF AXOS BANK OF SAN DIEGO, CALIFORNIA.

IMPORTANT NOTICE:

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (THE “ARBITRATION PROVISION”) REQUIRING ALL CLAIMS TO BE RESOLVED BY BINDING ARBITRATION, WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS ACTIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, YOU SHOULD NOT USE ANY OF THE SERVICES.

LICENSE

Upon your acceptance of the terms and conditions set forth herein and subject to your payment of any applicable fees when due, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited license to install and use the licensed application for your internal use in the United States to remit, send money, and to utilize payment processing services provided by PassportPay. Such use of the licensed application is in machine-readable form only.

DEFINITIONS

“App” means the PassportPay mobile application.
“Business Day” means a day other than a Saturday, Sunday or a public holiday in the United States.
“Exchange Rate” means the currency conversion rate offered by PassportPay at the time of the Transaction.
“Payment Method” means a valid method of payment used to initiate a Payment Instruction.
“Payment Services” means the provision of the PassportPay application and the remittance service enabling you to make Transactions.
“Recipient” means the individual or business designated to receive the funds.
“Sender” means the individual initiating the Transaction.
“Services” means the remittance, foreign exchange, and payment processing services provided by Passport Pay.
“Services Fees” means service fee for each Transaction submitted, in addition to the Transaction amount.
“Service Provider” means a local bank, mobile network operator, or other third-party service provider (with whom We work to provide the Services) which provides an account, biller network, cash pickup, cash delivery, mobile wallet or similar services to a Recipient.
“Transaction” means a money transfer or bill payment initiated through the Services.
“Unauthorized Transaction” means when money is sent or withdrawn from your PassportPay account that you did not authorize and that did not benefit you.
“User” means any individual or entity accessing or using the Service.

1. ELIGIBILITY

    1. Age and Capacity. You must be at least eighteen (18) years old to create a PassportPay account or use the Services as a Sender. By opening a PassportPay Account, you declare that you are 18 years or older. You must be able to form legally binding contracts under applicable law. Other restrictions may apply.
    2. Residence within the United States. The Services are available to residents of the United States only. If you are living outside the United States for a prolonged period, we may suspend your access to the Services.
    3. Offer and Acceptance. If you submit a Transaction, you are requesting that we process your Transaction, an offer that we may accept or reject at our sole discretion.
    4. Accuracy of Information. You agree to provide valid, accurate, and complete personal identification and payment information.
    5. Use of the Services. Use the Services only for lawful purposes and comply with all applicable laws, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) laws. Priority reserves the right to refuse access to the Services to any individual or entity at its sole discretion.

2. ACCOUNT CREATION AND SECURITY

    1. Account Setup. To use the Services, you are required to create a PassportPay account by providing accurate and complete information. You may be required to provide us with information about yourself, including but not limited to your name, address, email address, phone number, street address, zip code, date of birth, social security number, or a government-issued form of identity. Your PassportPay account allows us to record certain information about you, as explained in our Privacy Notice.
    2. Account Responsibility. You are solely responsible for maintaining the confidentiality and the safeguarding of your login credentials and all activities that occur under your account.
    3. Unauthorized Access. You will notify us immediately of any unauthorized account use or security breach by contacting us via email at support@mypassportpay.com or phone at +1-866-799-5178. We are not liable for any loss or damage arising from unauthorized access due to your failure to maintain account security.
    4. Account Use. You must use our service for yourself only. You must not create a PassportPay account nor submit a Transaction on behalf of any other person. Our Services under this Agreement are only made available to consumers, meaning for use by individuals for personal, family, or household purposes. By using our Services under the terms of this Agreement for any other purpose, including for business purposes, you are in breach of this Agreement. We reserve the right to terminate your PassportPay account, suspend or stop providing our Services to you or otherwise stop your use of our Services at any time without liability to you.

3. VERIFICATION OF IDENTITY

    1. General. As required by state and federal law, and to keep our system safe, we are required to verify your identity and keep certain information that you provide to us, consistent with our Privacy Notice.
    2. Customer Identification Requirements. To comply with obligations of AML and CTF laws, we may be required to obtain, verify, and record identifying information about you. To comply with our legal and regulatory obligations, we may require that you provide us with nonpublic, personal, identifying information. We may also lawfully obtain information about you from other sources.
    3. Authorization. You authorize us to make any inquiries, to you or to others, that we determine are reasonably necessary to validate the information that you provide to us. We reserve the right to request additional information from you to verify your identity against third-party databases or through other sources, and to require you to take steps to confirm ownership of your email address or Payment Method.

3. VERIFICATION OF IDENTITY

    1. General. As required by state and federal law, and to keep our system safe, we are required to verify your identity and keep certain information that you provide to us, consistent with our Privacy Notice.
    2. Customer Identification Requirements. To comply with obligations of AML and CTF laws, we may be required to obtain, verify, and record identifying information about you. To comply with our legal and regulatory obligations, we may require that you provide us with nonpublic, personal, identifying information. We may also lawfully obtain information about you from other sources.
    3. Authorization. You authorize us to make any inquiries, to you or to others, that we determine are reasonably necessary to validate the information that you provide to us. We reserve the right to request additional information from you to verify your identity against third-party databases or through other sources, and to require you to take steps to confirm ownership of your email address or Payment Method.

4. TRANSACTIONS

    1. General. Using your PassportPay account, you can send money to a Recipient or pay a bill by providing us with information about you, your Recipient and if applicable your Recipient’s bill. You can send money to a Recipient or pay a bill, and a Recipient can receive funds sent by you, even if they do not have a PassportPay account or use the Service.
    2. Processing Your Transactions. If you submit a Transaction, you are requesting that we process that Transaction. For you to initiate a Transaction through the Services and for us to process a Transaction on your behalf, you must provide us with information about a valid Payment Method that you want to use to fund your Transaction through your PassportPay account. If we are unable to process your Transaction using the Payment Method you select, we will notify you and request that you choose another Payment Method to complete your transaction. You agree that we may accept or reject your offer to process your Transaction under the terms of this Agreement. We are not under any obligation to carry out any Transaction that you request if, for example, you have breached any of your obligations set out in this Agreement.
    3. Bank Account Payment Authorization. When you fund a Transaction and/or pay any Service Fees using your bank account as the Payment Method, you authorize the initiation of ACH debit or credit entries, as applicable, to that bank account in accordance with any payment instructions you provide, and the crediting of funds to your bank account for Transactions that are refunded, canceled or otherwise returned.
    4. Card Payment Authorization. When you fund a Transaction and/or pay any Services Fees using a credit or debit card, you authorize us, for the purpose of processing your Transaction, to debit or charge that Payment Method to fund the Transaction by the amount you specify, plus any Services Fees, and to send those funds to the designated Recipient immediately upon our receipt of the Transaction. You can withdraw your authorization for us to charge your debit or credit card by removing it from your PassportPay account. If your payment fails, you authorize us to retry one or more times using the same debit or credit card, subject to limitations under applicable law.
    5. Liability. When you send a Transaction through our Services, it is your responsibility to make sure that all the Transaction details are complete, accurate and correct (including, without limitation, the Recipient’s information and the Recipient’s banking or other account details) as we may not be able to let you change the details of your Transaction once it is submitted to us for processing. To the extent allowed by law, you agree to be bound by all payment instructions or Transactions that are initiated through the Services from your PassportPay account. You must ensure that all payment instructions for your Transactions are correct and accurate. Subject to limitations under applicable law, Priority shall not be liable for a failure to complete the Transactions in the following circumstances: (i) your payment instructions contain inaccurate instructions, mistakes, or insufficient information; or (ii) your chosen Payment Method does not have sufficient funds to pay for a Transaction you initiate through the Services.

5. FEES

    1. Services Fees. In consideration for providing you with our Services, you agree to pay us a Service Fee for each transaction you submit, in addition to the Transaction amount. Service Fees, including any taxes or charges, will be disclosed upfront before confirming the Transaction. Payment in US dollars is payable by you to us at the time the Transaction is submitted for processing. Service Fee may vary based on Recipient country and other factors and are subject to change.
    2. Exchange Rates. The exchange rate applicable to your Transaction will be provided at the time of initiating the Transaction. We and our Service Providers may make money when you pay for a Transaction in one currency and the Transaction is paid out in another currency because of the difference between the exchange rate at which we buy foreign currency and the exchange rate provided to you at the time of your Transaction. Exchange rates may fluctuate based on Recipient country and other factors and are subject to market conditions.
    3. Other Charges. We are not responsible for fees that may be imposed by financial institutions associated with your Payment Methods. For example, some credit card issuers may treat the use of your credit card to use the Services as a “cash advance” and may impose additional fees and interest costs for the Transaction. We are not responsible for any non-sufficient funds fees (“NSF Fees”), chargeback fees, or other, similar chares that might be imposed on you by your bank, credit card issuers, or other provider. If you submit a Transaction that results in Priority being charged a fee or another amount because of your Payment Method not being used in an authorized manner, or with insufficient funds or credit, we will notify you of the fee we were charged, and you agree to pay us the equivalent amount.
    4. Third-Party Fees and Charges. When you used our Services, other third parties may level fees, costs, or other liabilities against you. These third-parties may include your bank, card issuer, phone provider, or internet service provider. For example, your phone and/or internet service provider may charge you fees relating to data or messaging services. You (and not Priority) are responsible for any fees, charges, costs, and/or expenses charged by such third parties in connection with your use of our Services. Please check your agreements with these third-party providers for details on any of these additional costs.

6. PROCESSING

    1. Processing Time. Transaction processing times vary depending on factors such as Recipient country, Payment Method, and banking hours. We have the sole discretion to delay your Transaction, in accordance with applicable law, to verify your identity, validate your Payment Method, manage our financial risk, or if we believe that the Transaction may involve fraud or that a crime or violation of law, rule, or regulation has occurred, is occurring, or may occur. Depending on the reason for a delay or a failure to make the funds available to the Recipient, you may be entitled to a refund or other remedies in certain circumstances.
    2. Transfer Speed. Any transfer speed information or estimates for any of your Transactions that we provide to you on our website or in our mobile app are estimates of the delivery date and time based on Payment Method, delivery method, transaction review, and system availability of Priority, our partners and Service Providers. In addition to any transfer speed information and estimates we may provide during the send process, before you submit a Transaction, and in your Transaction receipt, we will provide you with an exact date and time when you can expect your money to be delivered to your Recipient.
    3. Verification of Recipients. Recipients may be required to provide information, such as valid identification, to verify their identities to our Service Providers before receiving funds. Recipients may also be required to provide a reference number or another similar identifier associated with the applicable Transaction.
    4. Expired Transactions. We will cancel Transactions where funds are made available to Recipients by way of cash pick-up if the funds are not validly collected within 60 calendar days of when they were first made available. To the extent possible for these expired transactions, we will refund the full Transaction amount, taxes, and any Services Fees that you paid as part of the Transaction. If we are unable to return the funds to this Payment Method after a legally required time has passed, where possible the funds will be escheated to the applicable state.

6. PROCESSING

    1. Processing Time. Transaction processing times vary depending on factors such as Recipient country, Payment Method, and banking hours. We have the sole discretion to delay your Transaction, in accordance with applicable law, to verify your identity, validate your Payment Method, manage our financial risk, or if we believe that the Transaction may involve fraud or that a crime or violation of law, rule, or regulation has occurred, is occurring, or may occur. Depending on the reason for a delay or a failure to make the funds available to the Recipient, you may be entitled to a refund or other remedies in certain circumstances.
    2. Transfer Speed. Any transfer speed information or estimates for any of your Transactions that we provide to you on our website or in our mobile app are estimates of the delivery date and time based on Payment Method, delivery method, transaction review, and system availability of Priority, our partners and Service Providers. In addition to any transfer speed information and estimates we may provide during the send process, before you submit a Transaction, and in your Transaction receipt, we will provide you with an exact date and time when you can expect your money to be delivered to your Recipient.
    3. Verification of Recipients. Recipients may be required to provide information, such as valid identification, to verify their identities to our Service Providers before receiving funds. Recipients may also be required to provide a reference number or another similar identifier associated with the applicable Transaction.
    4. Expired Transactions. We will cancel Transactions where funds are made available to Recipients by way of cash pick-up if the funds are not validly collected within 60 calendar days of when they were first made available. To the extent possible for these expired transactions, we will refund the full Transaction amount, taxes, and any Services Fees that you paid as part of the Transaction. If we are unable to return the funds to this Payment Method after a legally required time has passed, where possible the funds will be escheated to the applicable state.

7. SERVICE RESTRICTIONS

    1. Our Right to Limit Your Use of Our Service. In addition to the limitations described elsewhere in this Agreement, we may refuse to process any Transaction in our sole discretion where we have reasonable belief or a reasonable basis to believe, that it is necessary to protect you and/or us or when it is otherwise required so that we may comply with legal or regulatory requirements. You agree that we may also limit the amount to be transferred, either on a per transaction or aggregated basis. These limits may be imposed on individual PassportPay accounts or specific Payment Methods in your PassportPay account. We also reserve the right at any time to modify or discontinue all or any part of the Services.
    2. Commercial Transactions. We are not responsible for the quality or delivery of goods or services for which you pay a Recipient by using the Services. You accept that using the Services to transfer funds for payments for goods and services is at your own risk.
    3. Ineligibility. To comply with applicable laws and regulations, we may refuse Transactions from certain senders and to certain Recipients that are included on the Specially Designated Nationals and Blocked Persons list, Non-Cooperative Countries and Territories list, and such other lists as issued by different government agencies.
    4. No Changes. We generally do not let you change the details of your Transaction once it is submitted to us for processing. It is your responsibility to make sure your Transaction details are accurate. Pursuant to the liability provisions and other sections of this Agreement, you, and not Priority, shall be responsible for any incorrect information or mistakes that you make when entering information about the Recipient for a Transaction. Nothing in this Agreement, however, shall be construed to limit your rights with respect to canceling Transactions or asserting an error with respect to a Transaction under applicable law.
    5. Prohibited Uses/Activities. In connection with your use of our website or the Services, or in the course of your interactions with Priority, we treat the following as Prohibited Activities or Uses and you will not:

a. breach this Agreement, or any other agreement between you and Priority;
b. use our Services for any illegal purposes or in breach of any applicable law which impacts us or your use of the Services (including but not limited to fraud, the funding for terrorist organizations, and/or money laundering);
c. use the Services for any of the following: sexually-oriented materials or services, gambling activities, the purchase or sale of tobacco, tobacco related paraphernalia, firearms, prescription drugs, or other controlled substances;
d. provide false material, inaccurate, or misleading information (including, without limitation, any information as part of our PassportPay account creation process and/or the information we request from you to execute a Transaction);
e. refuse to cooperate in any investigation or provide us with further information or confirmation about you, your identity, or your use of our Services that we may request;
f. use an anonymizing proxy;
g. provide yourself a cash advance from your credit card (or help others to do so);
h. attempt to obtain more funds than you are entitled during a dispute by receiving or attempting to receive a refund or other repayment of funds for the same Transaction from us, another user of our Services, bank, or your debit or credit card issuer; or
i. use any robot, spider, scarper, automatic device, or manual process to monitor or copy our website or mobile app or otherwise display, use, copy, or modify the Priority Intellectual Property (as defined below) in any manner.

Priority reserves the right to report any suspicious activity to relevant authorities and terminate your access to the Services. If we suspend, refuse to carry out a Payment Method, and/or otherwise restrict your use of our Services, we will, if permitted by applicable law, attempt to notify you, by electronic or other means.

8. ERROR RESOLUTION, CANCELLATIONS AND REFUNDS

    1. Error Resolution. You have a right to dispute errors in your Transaction. If you believe that an error has occurred with your Transaction or you are dissatisfied with the Services, you must contact us within 90 days of the date that you submitted your Transaction via one of the methods listed in the Contact Information section of this Agreement.
    2. Cancellations. You can attempt to cancel your Transaction at any time prior to the funds being disbursed to the Recipient. Once the funds have been disbursed, the Transaction cannot be reversed. Upon receipt of a cancellation request, we will confirm whether the transaction has been completed, which may include communicating with our Service Providers to determine whether the Transaction has been completed prior to initiating a refund. Priority’s ability to stop or cancel a Transaction depends on the method you select to disburse the funds to your Recipient and the time when you submit your cancellation request. If we can cancel the Transaction, we will refund the Transaction amount, taxes, and any Service Fees that we charged you as part of the Transaction. The Transaction amount will not be refunded after the completion of the Transaction.
    3. Refunds. Refunds for canceled Transactions will be returned to the original Payment Method within ten (10) business days.
    4. Contact. You may contact us via email at support@mypassportpay.com or phone at +1-866-799-5178.

9. INDEMNITY

Except to the extent otherwise provided by the Electronic Fund Transfer Act and Regulation E thereunder, 12 C.F.R. § 1005.1 et seq., you agree to indemnify and hold Priority, Service Providers, and their respective subsidiaries, officers, agents, partners, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use of the Services, your connection to the Services, your violation of this Agreement, or your violation of any rights of another.

10. LICENSE RESTRICTIONS

In addition to the other restrictions set forth herein, you expressly agree not to do any of the following: (i) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the licensed application or any part thereof; (ii) work around technical limitations, or otherwise translate the licensed application, in whole or in part; (iii) create derivative works or improvements, whether or not patentable, of the licensed application or any portion thereof; (iv) transfer, lease, lend, assign, sublicense, distribute, publish, or otherwise make available the licensed application or any features or functionality to any other person or entity for any reason; (v) perform service bureau work, multiple-user licensing or time-sharing arrangements; (vi) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the licensed application, including any copy thereof; or (vii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the licensed application. Use of the licensed application on a mobile device or media device not owned, operated and controlled by you constitutes copyright infringement and exceeds the scope of this license. Furthermore, you shall not use the licensed application in any manner that violates (a) any intellectual property rights of any person or entity or (b) any applicable law or regulation. In the event you violate the scope of the license rights granted herein, in addition to any other remedy that may be available to Priority, your license will terminate, and you must uninstall the licensed application from your device(s).

11. TITLE

Title to and ownership of the licensed application, including all improvements, updates and modifications thereto, and all related intellectual property rights, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary information (“Intellectual Property”), shall remain with Priority. Other than the limited license granted herein, you have no other rights with respect to the licensed application, whether by estoppel, implication or otherwise.

12. UPDATES

Priority reserves the right to make modifications, updates and/or improvements to the licensed application at any time and without prior notice. All modifications, updates and/or improvements to the licensed application are subject to the terms and conditions of this Agreement. You agree that Priority may use the information you submit to Priority or through the licensed application, including without limitation, technical information about your device, to provide services to you and to improve or support the licensed application. Priority reserves the right to modify, amend, or otherwise revise this Agreement from time to time. Such modifications, amendments or revisions will be posted on the licensed application. If you continue to use the licensed application following such posting, you are deemed to have agreed to such modifications, amendments or revisions.

13. CONNECTIVITY

You understand that use of the licensed application will require a data network connection. You are solely responsible for acquiring the devices, communication lines and connection to a data network required for operating the licensed application and any costs associated therewith, including without limitation, data plans, carrier fees or usage costs.

14. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

THE LICENSED APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRIORITY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED APPLICATION, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. PRIORITY DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE LICENSED APPLICATION WILL CONFORM TO ANY DESCRIPTION, MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED APPLICATION WILL BE UNINTERRUPTED, VIRUS-FREE, ERROR-FREE, FREE OF DEFECTS, THAT DEFECTS IN THE LICENSED APPLICATION WILL BE CORRECTED, OR THAT THE SPEED OF THE SERVICES WILL BE SATISFACTORY TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS AGENTS, OR EMPLOYEES SHALL CREATE ANY WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED APPLICATION IS WITH YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

PRIORITY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES. IN ANY EVENT, THE AGGREGATE LIABILITY OF PRIORITY UNDER THIS AGREEMENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM SHALL BE LIMITED TO THE AMOUNT PAID TO PRIORITY BY YOU HEREUNDER FOR THE SPECIFIC PORTION OF THE LICENSED APPLICATION GIVING RISE TO SUCH CAUSE OF ACTION OR CLAIM IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CAUSE OR ACTION OR CLAIM. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

You may not use any superseded, outdated or uncorrected versions of the licensed application. Further, Priority shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions.

You are responsible for compliance with the Payment Card Industry Data Security Standards (“PCI-DSS”) in connection with your use of the licensed application. Priority shall not be liable for, and you shall indemnify Priority for, any fines or other liability incurred as a result of your non-compliance with PCI-DSS in connection with your use of the licensed application.

15. TERMINATION

This Agreement shall become effective upon your download, installation or use of the Services and continue until the earliest of (i) the termination of your agreement with Priority with regard to the access to the Services for any reason; (ii) immediately upon your failure to comply with any of the terms and conditions herein or (iii) immediately upon notice of termination, with or without cause, by Priority. You may terminate the Services at any time by uninstalling the application. The terms and conditions of this Agreement which by their nature or by their express terms are intended to survive the expiration or termination of this Agreement shall survive any termination or expiration of this Agreement or the license granted hereunder.

16. EXPORT REGULATION

You represent and warrant to Priority that: (i) your legal address is, and will be during the term of this Agreement, in the United States; and (ii) you are not on any prohibited persons or entities lists maintained by the United States Office of Foreign Assets Control.

The licensed application may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the licensed application to, or make the licensed application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the licensed application available outside the U.S., if such export, re-export or release is approved by Priority.

Contact Information
The contact information of Priority which you can use for any question and/or communication relating to the licensed application is: Priority Technology Holdings, Inc., 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004. You can also contact us via email support@mypassportpay.com or phone at +1-866-799-5178.

17. DATA OWNERSHIP; LICENSE FOR DATA

In addition to the licensed application, Priority retains all ownership and intellectual property rights to all programs, services, documents, and materials developed and delivered by Priority under this Agreement. You retain all ownership and intellectual property rights in and to your data that you or your affiliates, customers, merchants, employees, officers, directors, agents, or contractors submit through the licensed application (collectively, “Data”). You hereby grant Priority a royalty free, worldwide, perpetual right and license to use the Data in the performance of the services provided by Priority in connection with the licensed application and to aggregate, compile, share, use, sell, resell, license, sublicense, distribute and/or publish the Data, internally or externally, for Priority’s or its affiliates’ own benefit or the benefit of third parties, provided that any such use of the Data by Priority shall be performed in such a manner as to remove any personally identifiable information from the Data and that such external use or publication shall be consistent with applicable PCI-DSS. Such use of the Data by Priority may include, but not be limited to, the following circumstances: to aggregate data to show trends about the general use of Priority’s services, conduct general market analysis, and compile statistics and publish reports.

18. ARBIRTRATION

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTIONS BELOW.

    1. Election to Arbitrate. You and Priority agree that all Claims relating to this Agreement and the Services will be resolved solely and finally by binding arbitration pursuant to this section (the “Arbitration Provision”), unless you opt out as provided below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement or the Services, including (except to the extent provided otherwise in the section below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless whether they arise from contract, tort (intentional or otherwise), statute, common law, principles of equity, or otherwise, except that both you and Priority retain the right: (a) to bring an individual action in small claims court (a “Small Claims Action”); (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened breach of confidentiality obligations, infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); and (c) to bring an action seeking only injunctive relief, in a court of competent jurisdiction. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
    2. Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
    3. Opt-out. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to legaldepartment@prth.com, within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement (such notice, an “Arbitration Opt-Out Notice”). The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and be signed by you. If you don’t provide Priority with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.
    4. Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to legaldepartment@prth.com at any time.
    5. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section shall be determined exclusively by a court and not by the administrator or any arbitrator.
    6. Procedures. The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Claims involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call +1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.
    7. Fees; costs. Each party to the arbitration shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to JAMS in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration or collection. Notwithstanding the foregoing, if you are a consumer using the Services for personal purposes, we will pay all filing, administrative, hearing and arbitrator fees if you act in good faith, cannot get a waiver of such fees and ask us to pay; and if you win an arbitration you initiate (meaning you recover more than we offered before the arbitration), we will pay your reasonable fees and costs for attorneys, experts and witnesses. If you are a consumer, we will always pay these amounts if required under applicable law or the administrator’s rules or if payment is required to enforce this Arbitration Provision.
    8. Decision. The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction.
      9. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

19. OTHER AGREEMENTS

You acknowledge that this Agreement applies only to your use of the licensed application and does not replace any other agreements or terms and conditions that may be applicable to the services that you access through the use of the licensed application. It is your sole responsibility to comply with all other terms and conditions that may be applicable to such services. You also agree to the Passport Account Agreement which can be found here.

20. GENERAL

This Agreement shall be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Georgia. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not apply. Any action relating this Agreement shall be heard in the federal and state courts in Fulton County, State of Georgia, and you hereby expressly submit to the personal jurisdiction and venue of such courts.

No waiver of this Agreement shall be binding unless it is in writing and signed by an authorized representative of Priority. No written waiver of any provision of this Agreement shall be considered continuing or operate as a waiver of any other provision or subsequent breach of the same provision.

The failure of Priority to enforce any provision of this Agreement shall not be construed as a waiver or limitation of Priority’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Priority will not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, supplier delays, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters.

In the event that any of the terms of this Agreement is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.

The Section headings in this Agreement are for identification purposes only and shall not affect the interpretation of this Agreement or any part hereof.

Priority, as the owner of the licensed application, reserves the right, in its sole discretion, to grant licenses with rights to sublicense the licensed application on a non-exclusive basis to third parties.

21. PRIVACY NOTICE

The Privacy Notice found in www.prioritycommerce.com/privacy/ shall apply to the use of the licensed application.